Current Report Filing (8-k)
June 19 2020 - 4:42PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
FORM 8-K
CURRENT REPORT
Pursuant to Section
13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): June 17, 2020
MARIJUANA COMPANY OF AMERICA, INC.
(Exact
Name of Registrant as Specified in its Charter)
Utah
(State or other jurisdiction
of incorporation
or organization)
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Commission File Number
000-27039
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98-1246221
(I.R.S. Employer
Identification Number)
|
1340 West Valley Parkway Suite #205
Escondido, California 92029
(Address of Principal Executive Offices
and Zip Code)
(888) 777-4362
(Issuer's telephone number)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange
Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ☒
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Securities registered
pursuant to Section 12(g) of the Act:
Title of each class
|
|
Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock
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MCOA
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None
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Section 1 - Registrant’s Business
and Operations
Item 1.01 Entry into a Material Definitive
Agreement.
(a)(1) Marijuana Company of America,
Inc. (the “Registrant”) entered into a material definitive agreement not made in the ordinary course of its business
on June 17, 2020. The parties to the agreement are the Registrant and White Lion Capital, LLC, a Nevada Limited Liability Company
(“White Lion”). With the exception of the entry into the subject material definitive agreement, no material relationship
exists between the Registrant, or any of the Registrant’s affiliates or control persons on the one hand, and White Lion,
and any of its affiliates or control persons on the other hand.
(a)(2) Pursuant to a Common Stock Purchase
Agreement between the Registrant and White Lion, White Lion agreed to invest up to ten million dollars to purchase the Registrant’s
Common Stock, par value $0.001 per share. Coincidentally, the Registrant and White Lion entered into a Registration Rights Agreement,
as an inducement to White Lion to execute and deliver the Common Stock Purchase Agreement, whereby the Registrant agreed to provide
certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, and applicable
state securities laws, with respect to the shares of Common Stock issuable for White Lion’s investment pursuant to the Common
Stock Purchase Agreement. The Common Stock Purchase Agreement terminates thirty-six (36) months after the Effective Date, or conditioned
upon the following events: (i) when White Lion has purchased an aggregate of ten million dollars ($10,000,000) in the Registrant’s
Common Stock; (ii) at such time that the Registration Statement agreed to in the Registration Rights Agreement is no longer in
effect: (iii) upon White Lion’s material breach of contract; (iv) in the event a voluntary or involuntary bankruptcy petition
is filed concerning the Registrant; or, (v) if a Custodian is appointed for the Registrant or for all or substantially all of its
property or the Registrant makes a general assignment for the benefit of its creditors.
Section 9 – Financial Statement
and Exhibits
Item 9.01 Financial Statements and
Exhibits
Exhibit No.
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Document
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Location
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10.1
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Common
Stock Purchase Agreement
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Filed Herewith
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10.2
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Registration
Rights Agreement
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Filed
Herewith
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SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated June 19, 2020
MARIJUANA COMPANY OF AMERICA, INC.
By: /s/ Jesus Quintero
Jesus Quintero
(Principal Executive Officer)
Marijuana Company of Ame... (CE) (USOTC:MCOA)
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